Exhibit 4.1
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 22, 2003
(this "Supplemental Indenture"), is by and among WP Company LLC (formerly
known as The Washington Post Company), a Delaware limited liability company
(the "Company"), The Washington Post Company (formerly known as TWPC, Inc.), a
Delaware corporation (the "Parent") and Bank One, NA, as successor to The
First National Bank of Chicago, as trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company and the Trustee are parties to an indenture
dated as of February 17, 1999 (the "Indenture"), pursuant to which the
Company's outstanding 5.50% Notes due February 15, 2009 (the "Notes") are
issued, which Notes constitute "Securities" as that term is defined in the
Indenture;
WHEREAS, Section 1001 of the Indenture provides that the Company and
the Trustee may at any time or from time to time enter into a supplemental
indenture, without the consent of any Holder of the Securities, to, among
other things, evidence the succession of another corporation to the Company
and the assumption by any such successor of the covenants of the Company in
the Indenture and in the Securities;
WHEREAS, in connection with a corporate restructuring, the Company
is transferring substantially all of its assets and liabilities to the Parent
(the "Transfer");
WHEREAS, pursuant to Section 901 of the Indenture, in connection
with the Transfer, the Parent is required to execute and deliver to the
Trustee a supplemental indenture;
WHEREAS, pursuant to Section 901(1) of the Indenture, in connection
with the Transfer, the Parent is assuming, by and under this Supplemental
Indenture, all of the Company's obligations under the Indenture, including
obligations for the due and punctual payment of the principal of, premium, if
any, and interest on all the Securities and the performance or observance of
each covenant of the Indenture on the part of the Company to be performed or
observed;
WHEREAS, pursuant to Section 902 of the Indenture, upon completion
of the Transfer and the execution and delivery of this Supplemental Indenture,
the Parent shall succeed to, and be substituted for, and may exercise every
right and power of the Company under the Indenture as if the Parent had been
named as the Company in the Indenture, and the Company shall be discharged
from all liability under the Indenture and in respect of any Securities, other
than to the extent provided by the Subsidiary Guaranty (as defined below); and
WHEREAS, the Company and the Parent have complied with all
conditions precedent provided for in the Indenture relating to this
Supplemental Indenture.
NOW, THEREFORE, for and in consideration of the foregoing premises,
the Company, the Parent and the Trustee hereby agree for the equal and ratable
benefit of the Holders of the Securities as follows:
1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. Assumption by Parent. The Parent hereby assumes all of the
Company's obligations under the Indenture, including without limitation
obligations for the due and punctual payment of the principal of, premium, if
any, and interest on all Securities issued or to be issued pursuant to the
Indenture and the performance or observance of each other obligation and
covenant set forth in the Indenture to be performed or observed on the part of
the Issuer. Parent is hereby substituted for, and may exercise every right and
power of, the Company under the Indenture with the same effect as if Parent
had been named as the "Company" in the Indenture.
3. Discharge of Company. The Company is hereby discharged from all
liability under the Indenture and in respect of the Securities, other than to
the extent provided by the Subsidiary Guaranty (as defined below).
4. Trustee's Acceptance. The Trustee hereby accepts this
Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.
5. Effect of Supplemental Indenture. Upon the execution and delivery
of this Supplemental Indenture by the Company, the Parent and the Trustee, the
Indenture shall be supplemented and amended in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of a Security heretofore or hereafter authenticated and
delivered under the Indenture shall be bound thereby.
6. Indenture Remains in Full Force and Effect. Except as
supplemented or amended hereby, all other provisions in the Indenture and the
Securities, to the extent not inconsistent with the terms and provisions of
this Supplemental Indenture, shall remain in full force and effect.
7. Incorporation of Indenture. All the provisions of this
Supplemental Indenture shall be deemed to be incorporated in, and made a part
of, the Indenture; and the Indenture, as supplemented and amended by this
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
8. Subsidiary Guaranty. Concurrently with the execution of this
Supplemental Indenture, the Company shall execute a guaranty (the "Subsidiary
Guaranty"), substantially in the form of Exhibit A attached hereto, of the due
and punctual payment of the principal of, premium, if any, and interest on the
Notes. Such Subsidiary Guaranty shall remain in full force and effect with
respect to the Notes until such time as no Notes remain outstanding.
9. Notices. Any notice, request or communication by Parent or the
Trustee to the other is duly given if in writing and delivered in person,
mailed by first-class mail or by express delivery to the other's address, as
stated below:
The Washington Post Company
0000 00xx Xx., XX
Xxxxxxxxxx, XX 00000
Attention: General Counsel
Bank One, NA
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Services
If a notice or communication is mailed in the manner provided above, it is
duly given, whether or not the addressee receives it. All notices or
communications shall be in writing.
10. Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
11. Effect of Headings. The headings of this Supplemental Indenture
are inserted for convenience of reference and shall not be deemed to be a part
thereof.
12. Conflict with Trust Indenture Act. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any provision of
the Trust Indenture Act that is required under the Trust Indenture Act to be
part of and govern any provision of this Supplemental Indenture, the provision
of the Trust Indenture Act shall control. If any provision of this
Supplemental Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the provision of the Trust
Indenture Act shall be deemed to apply to the Indenture as so modified or to
be excluded by this Supplemental Indenture, as the case may be.
13. Successors. All covenants and agreements in this Supplemental
Indenture by the Parent shall be binding upon and accrue to benefit of its
successors. All covenants and agreements in this Supplemental Indenture by the
Trustee shall be binding upon and accrue to the benefit of its successors.
14. Benefits of Supplemental Indenture. Nothing in this Supplemental
Indenture, the Indenture or the Securities, express or implied, shall give to
any Person, other than the parties hereto and thereto and their successors
hereunder and thereunder and the Holders, any benefit of any legal or
equitable right, remedy or claim under this Supplemental Indenture, the
Indenture or the Securities.
15. Trustee Not Responsible for Recitals. The recitals herein
contained are made by the Company and the Parent, and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representations as to the validity or sufficiency of this
Supplemental Indenture.
16. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW, SHALL GOVERN THIS SUPPLEMENTAL INDENTURE.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
WP COMPANY LLC (FORMERLY KNOWN AS
THE WASHINGTON POST COMPANY),
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President - Development
THE WASHINGTON POST COMPANY
(FORMERLY KNOWN AS TWPC, INC.),
By: /s/ Xxxx X. Xxxxx, Xx.
--------------------------------------
Name: Xxxx X. Xxxxx, Xx.
Title: Vice President - Finance
BANK ONE, NA (SUCCESSOR TO THE FIRST
NATIONAL BANK OF CHICAGO),
as Trustee,
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
